Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

We account for acquisitions using the acquisition method of accounting, and, accordingly, the assets and liabilities acquired are recorded at their estimated fair values and the results of operations for each acquisition have been included in our consolidated results from their respective acquisition dates.

A. ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 2021

On September 15, 2021, in order to further expand our records management operations in the Middle East and North Africa, we acquired Information Fort, LLC, a records and information management provider, for approximately $90,300.

On September 23, 2021, in order to further enhance our data center operations in Germany, we completed the acquisition of assets of a Frankfurt data center for approximately 77,900 Euros (or approximately $91,300, based upon the exchange rate between the Euro and the United States dollar on the closing date of this acquisition).

In addition to the transactions noted above, during the year ended December 31, 2021, in order to enhance our existing operations in the United Kingdom and Indonesia and to expand our operations into Morocco, we completed the acquisition of two records management companies and one art storage company for total cash consideration of approximately $45,100.

B. ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 2020

Prior to January 9, 2020, we owned a 25% equity interest in OSG Records Management (Europe) Limited ("OSG"). On January 9, 2020, we acquired the remaining 75% equity interest in OSG for cash consideration of approximately $95,500 (the "OSG Acquisition"). The OSG Acquisition enabled us to extend our Global RIM Business in Russia, Ukraine, Kazakhstan, Belarus, and Armenia. The results of OSG are fully consolidated within our consolidated financial statements from the closing date of the OSG Acquisition. In connection with the OSG Acquisition, our previously held 25% equity investment in OSG was remeasured to fair value at the closing date of the OSG Acquisition; as a result, we recorded a gain of approximately $10,000 during the first quarter of 2020, which is included as a component of Other (income) expense, net on our Consolidated Statements of Operations. The fair value of the 25% equity investment in OSG was determined based on the purchase price of the OSG Acquisition.

On February 17, 2020, in order to enhance our existing operations in the United Arab Emirates, we acquired Glenbeigh Records Management DWC-LLC, a storage and records management company, for total cash consideration of approximately $29,100.

C. ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 2019

During the year ended December 31, 2019, in order to enhance our existing operations in the United States, Colombia, Germany, Hong Kong, Latvia, Slovakia, Switzerland, Thailand and the United Kingdom and to expand our operations into Bulgaria, we completed the acquisition of 10 storage and records management companies and one art storage company for total cash consideration of approximately $51,000. The individual purchase prices of these acquisitions ranged from approximately $700 to $12,500.

D. PURCHASE PRICE ALLOCATION

A summary of the cumulative consideration paid and the allocation of the purchase price paid for all of our acquisitions (including asset acquisitions) in each respective year is as follows:


	2021		2020		2019
Cash Paid (gross of cash acquired)(1)	$	224,192	$	124,614	$	53,230
Fair Value of Noncontrolling Interests	3,878		—		—
Purchase Price Holdbacks and Other	2,534		—		4,135
Fair Value of Investments Applied to Acquisitions	—		27,276		—
Total Consideration	230,604		151,890		57,365
Fair Value of Identifiable Assets Acquired:
Cash	20,194		6,545		2,260
Accounts Receivable, Prepaid Expenses and Other Assets	26,911		16,559		3,102
Property, Plant and Equipment	150,095		52,021		5,396
Customer Relationship Intangible Assets(2)	35,181		79,065		22,071
Operating Lease Right-of-Use Assets	40,848		100,040		16,956
Data Center In-Place Leases(3)	4,994		—		—
Data Center Tenant Relationships(4)	4,682		—		—

Debt Assumed	(9,026)		(27,363)		—
Accounts Payable, Accrued Expenses and Other Liabilities	(22,733)		(19,564)		(3,233)
Operating Lease Liabilities	(40,848)		(100,040)		(16,956)
Deferred Income Taxes	(7,221)		(9,631)		(1,813)
Data Center Below-Market Leases(5)	(20)		—		—
Total Fair Value of Identifiable Net Assets Acquired	203,057		97,632		27,783
Goodwill Initially Recorded	$	27,547	$	54,258	$	29,582

(1)Cash paid for acquisitions, net of cash acquired in our Consolidated Statement of Cash Flows includes contingent and other payments of $0, $512 and $7,267 for the years ended December 31, 2021, 2020 and 2019, respectively, related to acquisitions made in the years prior to 2021, 2020 and 2019, respectively.

(2)The weighted average lives of Customer Relationship Intangible Assets associated with acquisitions in 2021, 2020 and 2019 was 11 years, 14 years and 16 years, respectively.

(3)The weighted average lives of Data Center In-Place Leases associated with acquisitions in 2021 was five years.

(4)The weighted average lives of Data Center Tenant Relationships associated with acquisitions in 2021 was five years.

(5)The weighted average lives of Data Center Below-Market Leases associated with acquisitions in 2021 was four years.

Allocations of the purchase price for acquisitions are based on estimates of the fair value of the net assets acquired and are subject to adjustment upon the finalization of the purchase price allocations. The accounting for business combinations requires estimates and judgments regarding expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The estimates and assumptions underlying the initial valuations are subject to the collection of information necessary to complete the valuations within the measurement periods, which are up to one year from the respective acquisition dates. The preliminary purchase price allocations that are not finalized as of December 31, 2021 relate to the final assessment of the fair values of intangible assets (primarily customer relationship intangible assets) and property, plant and equipment associated with the acquisitions we closed in 2021.

As the valuation of certain assets and liabilities for purposes of purchase price allocations are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances regarding these assets and liabilities that existed at the acquisition date. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Adjustments recorded during the fourth quarter of 2021 and year ended December 31, 2021 were not material to our balance sheet or results from operations.